July 29, 2005
Via Facsimile and U.S. Mail
Richard N. Burger
Chief Financial Officer
Coleman Cable, Inc.
1530 Shields Drive
Waukegan, Illinois 60085
Re: Coleman Cable, Inc.
Amendment No. 2 to Form S-4 filed July 27, 2005
File No. 333-124334
Dear Mr. Burger:
We have reviewed your amended filing and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
We welcome any questions you may have about our comments or on any
other aspect of our review. Feel free to call us at the telephone
numbers listed at the end of this letter.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 32
Critical Accounting Policies, page 45
1. We note your disclosure on page 46, "if the carrying value of
goodwill assigned to each of our eleven targeted end markets (our
operating segments) exceeds its fair value, an impairment loss
must be
recognized." This statement does not appear to comply with the
recognition and measurement of an impairment loss approach
discussed
in paragraphs 19-22 of SFAS 142. Please revise your disclosure to
clarify your process for recognizing and measuring an impairment
loss
of goodwill.
Report of Independent Registered Public Accounting Firm, page F-2
2. Please have your auditors address the need to include an
explanatory paragraph for the restatement of your goodwill
allocation
to your operating segments in accordance with AU Section 420.12.
Coleman Cable, Inc. consolidated financial statements for the year
ended December 31, 2004
5. Goodwill and Intellectual Property, page F-11
3. We note your revised disclosures in response to comment 8 in
our
letter dated July 1, 2005. Please include disclosure in your
critical
accounting policies section to describe the method(s) you used to
allocate goodwill to your 11 operating segments.
4. We note that you compare the fair value of each of your 11
operating segments to the carrying value of each segment`s
allocated
share of net assets. Your response to comment 38 in our letter
dated
May 23, 2005 states that you do not maintain balance sheet data
for
your reportable segments. As such, please include disclosure in
your
critical accounting policies section to provide a detailed
description
of how you allocate net assets to your operating segments for
purposes
of recognizing and measuring goodwill impairment loss.
12. Business Segment Information, page F-16
5. We note your response to comment 9 in our letter dated July 1,
2005, including the additional disclosure included in your March
31,
2005 interim financial statements. Please include in your annual
and
interim financial statements disclosure that clearly articulates
why
it is impracticable to allocated depreciation expense to your
reportable segments.
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please direct questions regarding accounting comments to
Tracey
Houser at (202) 551-3736, or in her absence, to Jeanne Baker at
(202)
551-3691. Direct questions on other disclosure to Brigitte
Lippmann at
(202) 551-3713 or Chris Edwards at (202) 551-3742. In this regard,
please do not hesitate to contact the undersigned at (202) 551-
3760.
Sincerely,
Pamela A. Long
Assistant Director
cc: George C. McKann, Esq.
Gardner Carton & Douglas LLP
191 North Wacker Drive
Chicago, Illinois 60606
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Richard N. Burger
Coleman Cable, Inc.
July 29, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE